exh10.1_10q2q04


EXHIBIT 10.1





FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED 

REVOLVING LOAN AGREEMENT

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING
LOAN AGREEMENT (this "Amendment") made this 30th day of June,
2004, by and among ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland
corporation ("Parent"), ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware
limited partnership ("Operating Partnership"), ARE-QRS CORP., a Maryland
corporation ("QRS"), ARE ACQUISITIONS, LLC, a Delaware limited liability
company ("ARE"), the other Borrowers whose names are set forth on the signature
pages of this Amendment (collectively, with Parent, Operating Partnership, QRS
and ARE, the "Borrowers", all on a joint and several basis), each lender whose
name is set forth on the signature pages of this Amendment as a "Bank"
(collectively, the "Banks" and individually, a "Bank") and FLEET NATIONAL
BANK, as Administrative Agent for the Banks (the "Administrative
Agent").

W I T N E S S E T H:

WHEREAS, Borrowers, Administrative Agent and the Banks are
parties to that certain Fourth Amended and Restated Revolving Loan Agreement
dated as of November 3, 2003 (the "Loan Agreement"); and

WHEREAS, the parties hereto desire to modify and amend
certain terms and provisions of the Loan Agreement; and

WHEREAS, as a condition to such modifications, the
parties hereto hereby agree to execute this Amendment;

NOW, THEREFORE, for and in consideration of the sum of TEN
and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto do
hereby covenant and agree as follows:




	Definitions.  All the terms used herein which are
not otherwise defined herein shall have the meanings set forth in the Loan
Agreement.



	Modification of the Loan Agreement.  Borrowers,
the Banks and Administrative Agent do hereby modify and amend the Loan Agreement
by deleting in its entirety the definition of the term "Capitalization Rate"
appearing in §1.1 of the Loan Agreement, and inserting in lieu thereof the
following:

 'Capitalization Rate' means nine and one
quarter percent (9.25%).  Any change to the Capitalization Rate shall be subject
to the prior written approval of the Requisite Banks.


	References to Loan Agreement.  All references in
the Loan Documents to the Loan Agreement shall be deemed a reference to the Loan
Agreement, as modified and amended herein.


	Representations.  Borrowers represent and warrant
to Administrative Agent and the Banks as follows:



	Each of the Borrowers has all requisite power and
authority to execute and deliver this Amendment and to perform its obligations
hereunder.


	The execution, delivery and performance by each of
Borrowers of this Amendment have been duly authorized by all necessary
corporate, partnership or limited liability company action, as applicable, and
do not and will not:



	Require any consent or approval not heretofore obtained
of any partner, director, stockholder, security holder or creditor of
Borrowers;


	Violate or conflict with any provision of Borrowers'
charter, articles of incorporation, bylaws or other organizational agreements,
as applicable;


	Result in or require the creation or imposition of any
Lien or Right of Others upon or with respect to any Property now owned or leased
or hereafter acquired by Borrowers;


	Violate any Requirement of Law applicable to Borrowers;
or


	Result in a breach of or constitute a default under, or
cause or permit the acceleration of any obligation owed under, any indenture or
loan or credit agreement or any other Contractual Obligation to which Borrowers
are a party or by which Borrowers or any of their Property is bound or
affected.


	Except as previously obtained or made, no authorization,
consent, approval, order, license or permit from, or filing, registration or
qualification with, any Governmental Agency is or will be required to authorize
or permit under applicable Laws the execution, delivery and performance by any
of Borrowers of this Amendment.


	This Amendment will, when executed and delivered by
Borrowers, constitute the legal, valid and binding obligation of Borrowers,
enforceable against Borrowers in accordance with its terms, except as
enforcement may be limited by Debtor Relief Laws or equitable principles
relating to the granting of specific performance and other equitable remedies as
a matter of judicial discretion.


	No Default.  By execution hereof, each of the
Borrowers certifies that such Persons are and will be in compliance with all
covenants under the Loan Documents after the execution and delivery of this
Amendment, and that no Default or Event of Default has occurred and is
continuing.  


	Waiver of Claims. Each of the Borrowers
acknowledges, represents and agrees that none of such Persons has any defenses,
setoffs, claims, counterclaims or causes of action of any kind or nature
whatsoever with respect to the Loan Documents, the administration or funding of
the Loan or with respect to any acts or omissions of Administrative Agent or any
Bank, or any past or present officers, Administrative Agents or employees of
Administrative Agent or any Bank, and each of such Persons does hereby expressly
waive, release and relinquish any and all such defenses, setoffs, claims,
counterclaims and causes of action, if any.


	Ratification.  Except as hereinabove set forth,
all terms, covenants and provisions of the Loan Agreement remain unaltered and
in full force and effect, and the parties hereto do hereby expressly ratify and
confirm the Loan Documents and the Loan Agreement as modified and amended
herein.  Nothing in this Amendment shall be deemed or construed to constitute,
and there has not otherwise occurred, a novation, cancellation, satisfaction,
release, waiver, extinguishment or substitution of the indebtedness evidenced by
the Notes or the other obligations of Borrowers under the Loan Documents.



	Amendment as Loan Document.  This Amendment shall
constitute a Loan Document.  


	Effective Date.  This Amendment shall be deemed
effective and in full force and effect as of the date hereof upon (i)  the
execution and delivery of this Amendment by Borrowers, Administrative Agent and
the Requisite Banks and (ii) the Administrative Agent confirming the
satisfaction of all requirements for effectiveness of that certain First
Amendment to Term Loan Agreement dated as of even date herewith among Borrowers,
Fleet individually and as Administrative Agent and the other lenders which are
signatories thereto, other than the effectiveness of this Amendment.


	Counterparts.  This Amendment may be executed in
any number of counterparts which shall together constitute but one and the same
agreement.


	Miscellaneous.  This Amendment shall be construed
and enforced in accordance with the laws of the State of California.  This
Amendment shall be binding upon and shall inure to the benefit of the parties
hereto and their respective permitted successors, successors-in-title and
assigns as provided in the Loan Agreement.

[Signatures on Following Pages]



IN WITNESS WHEREOF, the parties hereto have hereto set their hands and
affixed their seals as of the day and year first above written.
BORROWERS:














ALEXANDRIA REAL ESTATE EQUITIES, INC., 

a Maryland corporation



By: /s/ Peter J. Nelson 

                Peter J. Nelson, CFO



ALEXANDRIA REAL ESTATE EQUITIES, L.P., 

a Delaware limited partnership

By:ARE-QRS Corp., a Maryland corporation,

general partner

       

By:  /s/ Peter J. Nelson 

            Peter J. Nelson, CFO



ARE-QRS CORP., a Maryland corporation





By:  /s/ Peter J. Nelson 


Peter J. Nelson, CFO


 

 



ARE ACQUISITIONS, LLC



By:ARE-QRS Corp., a Maryland corporation,

managing member

By:  /s/ Peter J. Nelson 

Peter J. Nelson, CFO


 

 

 

 

 


ARE-215 COLLEGE ROAD, LLC

ARE-819/863 MITTEN ROAD, LLC

ARE-150/154 TECHNOLOGY PARKWAY, LLC

ARE-19 FIRSTFIELD ROAD, LLC

ARE-10150 OLD COLUMBIA, LLC

ARE-170 WILLIAMS DRIVE, LLC

ARE-3005 FIRST AVENUE, LLC

ARE-5 TRIANGLE DRIVE, LLC

ARE-50 WEST WATKINS MILL, LLC

ARE-279 PRINCETON ROAD, LLC

ARE-3770 TANSY STREET, LLC

ARE-10505 ROSELLE STREET, LLC

ARE-9363/9373/9393 TOWNE CENTRE, LLC

ARE-2425/2400/2450 GARCIA BAYSHORE, LLC

ARE-108 ALEXANDER ROAD, LLC

ARE-480 ARSENAL STREET, LLC

ARE-500 ARSENAL STREET, LLC

ARE-7030 KIT CREEK, LLC

ARE-6146 NANCY RIDGE, LLC

ARE-901/951 GATEWAY BOULEVARD LLC

ARE-770/784/790 MEMORIAL DRIVE, LLC

ARE-1201/1208 EASTLAKE AVENUE, LLC

ARE-1208 EASTLAKE AVENUE, 

ARE-EASTLAKE AVENUE NO. 3, LLC

ARE-HARBOR BAY NO. 4, LLC

ARE-NANCY RIDGE NO. 3, LLC

ARE-PORTER DRIVE, LLC

ARE-2625/2627/2631 HANOVER, LLC

ARE-129/153/161 HILL STREET, LLC, Delaware limited liability
companies




By:Alexandria Real Estate Equities, L.P., a Delaware

limited partnership, managing member

By:ARE-QRS Corp., a Maryland corporation,

general partner

By:  /s/ Peter J. Nelson 

               Peter J. Nelson, CFO




ARE-5 RESEARCH PLACE, LLC, a Maryland limited liability company


By:Alexandria Real Estate Equities, L.P., a Delaware limited partnership,
its managing member


By:ARE-QRS Corp., a Maryland

corporation, general partner

By: /s/ Peter J. Nelson 

Peter J. Nelson, CFO


 

 

ARE-280 POND STREET, LLC

ARE-60 WESTVIEW, LLC

ARE-381 PLANTATION STREET, LLC, Delaware limited liability companies

By:AREE-Holdings, L.P., a Delaware limited

 partnership, managing member


By:ARE-GP Holdings QRS Corp., a Delaware corporation, general partner

By: /s/ Peter J. Nelson 


Peter J. Nelson, CFO


 

 

ARE-702 ELECTRONIC DRIVE, L.P., a Delaware limited partnership

By:AREE-Holdings, L.P., a Delaware limited

partnership, general partner


By:ARE-GP Holdings QRS Corp., a Delaware corporation, general partner

By:/s/ Peter J. Nelson 

Peter J. Nelson, CFO


ARE-10933 NORTH TORREY PINES, LLC

ARE-11099 NORTH TORREY PINES, LLC


By:Alexandria Real Estate Equities, Inc., a Maryland corporation, their
sole member


By:/s/ Peter J. Nelson 

Peter J. Nelson, CFO


ARE-Maryland No. 7 Corp., a Maryland Corporation

 /s/ Peter J. Nelson 

Peter J. Nelson, CFO


 


ADMINISTRATIVE AGENT AND

BANKS:


FLEET NATIONAL BANK, a Bank of America company, individually
and as Administrative Agent


 

By:  /s/ Eric Nesset

       Name:  Eric Nesset

       Title: Vice President















Address:


c/o Bank of America

555 California Street, 12th Floor

San Francisco, CA 94104

Attn:  Mr. Frank H. Stumpf


 

[Signatures Continue on Following Pages]






 

 

 

 


 


JPMORGAN CHASE BANK


 

By: /s/ Susan M. Tate

       Name: Susan M. Tate

       Title: Vice President
















Address:


JPMorgan Chase Bank

707 Travis Street

6th Floor North

Houston, Texas  75201

Attn:  Ms. Susan Tate 


[Signatures Continue on Following Pages]




 

 

 

 



SOCIETE GENERALE


 

By: /s/ Scott Gosslee 

       Name: Scott Gosslee 

       Title: Director















Address:



Societe Generale

2001 Ross Avenue

Suite 4900

Dallas, Texas 75201

Attn:  Mr. Scott Gosslee


[Signatures Continue on Following Pages]





 

 

 

 


 

COMMERZBANK AG , NEW YORK AND GRAND CAYMAN BRANCHES


 

By:  /s/ Douglas Traynor & Christian Berry 

       Name: Douglas Traynor & Christian Berry

       Title: Senior Vice President and Vice President














Address:


Commerzbank AG, New York and 

Grand Cayman Branches

2 World Financial Center

New York, New York 10281

Attn:  Mr. Ralph Marra

[Signatures Continue on Following Pages]





 

 

 

 


 

KEYBANK NATIONAL ASSOCIATION


By: /s/ Dan Stegemoeller 

       Name: Dan Stegemoeller

       Title: Vice President















Address:


KeyBank National Association

1675 Broadway

Suite 400

Denver, Colorado 80202

Attn:  Mr. Scott Childs

[Signatures Continue on Following Pages]





 

 

 

 



 

SUNTRUST BANK


By: Blake K. Thompson 

       Name: Blake K. Thompson

       Title: Vice President















Address:


SunTrust Bank

8245 Boone Boulevard

Suite 820

Vienna, Virgina 22182

Attn:  Mr. Blake Thompson

[Signatures Continue on Following Pages]



 

 

 




CITIZENS BANK OF MASSACHUSETTS



By:  /s/ Craig E. Schermerhorn

       Name:  Craig E. Schermerhorn 

       Title: Vice President 















Address:


Citizens Bank of Massachusetts

1 Citizens Plaza RC 0440

Providence, Rhode Island 02903

Attn:  Mr. Craig Schermerhorn

[Signatures Continue on Following Pages]


 
 
 
 




SOVEREIGN BANK


 

By: /s/ T. Gregory Donohue 

       Name: T. Gregory Donohue 

       Title:Senior Vice President 














Address:


Sovereign Bank

75 State Street

MA 1 SST 04 11

Boston, Massachusetts 02109

Attn:  Mr. T. Gregory Donohue

[Signatures Continue on Following Pages]




 

 

 

 

 

 



CHEVY CHASE BANK, F.S.B.


 

By:  /s/ Frederick H. Denecke 

       Name: Frederick H. Denecke 

       Title: Vice President 














Address:


Chevy Chase Bank, F.S.B.

7501 Wisconsin Avenue

12th Floor

Bethesda, Maryland 20814

Attn:  Mr. Frederick H. Denecke



[Signatures Continue on Following Pages]




 

 


COMERICA BANK


 

By:  /s/ James Graycheck

       Name: James Graycheck 

       Title: Assistant Vice President















Address:


Comerica Bank

500 Woodward Avenue

MC: 3256

Detroit, Michigan 48226

Attn:  Mr. Case L. Ostrander

[Signatures Continue on Following Pages]




 


 


CEDARS BANK


 

By:  /s/ Steven K. Clark 

       Name: Steven K. Clark 

       Title: Vice President 















Address:


Cedars Bank

444 S. Flower Street

14th Floor

Los Angeles, California

Attn:  Mr. Steven Clark

[Signatures Continue on Following Pages]



 

 

 


COMPASS BANK


 

By:  /s/ Johanna Duke Paley 

       Name: Johanna Duke Paley 

       Title: Senior Vice President 















Address:


Compass Bank

15 South 20th Street

Suite 1501

Birmingham, Alabama  35233

Attn:  Ms. Johanna Paley

[Signatures Continue on Following Pages]



 

 

 


BANK ONE, NATIONAL ASSOCIATION


 

By: /s/ Angela L. Kleiman 

       Name: Angela L. Kleiman 

       Title: Director















Address:


Bank One, National Association

1 Bank One Plaza

Suite 111-0315

Chicago, Illinois  60670

Attn:  Ms. Angela L. Kleiman